Obligation SouthCal Edison 4.65% ( US842400EU35 ) en USD

SouthCal Edison

100 % ⇌

Etas-Unis

US842400EU35 ( en USD )

4.65% par an ( paiement semestriel )

01/04/2015 - Obligation échue

Prospectus brochure de l'obligation Southern California Edison US842400EU35 en USD 4.65%, échue

1 000 USD

300 000 000 USD

842400EU3

NR

NR

Southern California Edison est une grande entreprise d'électricité desservant une vaste zone du sud de la Californie, fournissant de l'électricité à des millions de clients résidentiels, commerciaux et industriels.

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400EU35, paye un coupon de 4.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2015

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400EU35, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400EU35, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(B)(5)
Registration No. 333-109764
PROSPECTUS SUPPLEMENT
(To Prospectus dated January 6, 2004)

Southern California Edison Company
$300,000,000 4.65% First and Refunding Mortgage Bonds, Series 2004F, Due 2015
$350,000,000 5.75% First and Refunding Mortgage Bonds, Series 2004G, Due 2035

The Series 2004F Bonds will bear interest at the rate of 4.65% per year. The Series 2004G Bonds will bear
interest at the rate of 5.75% per year. Interest on the Series 2004F Bonds and Series 2004G Bonds is payable
semiannually on April 1 and October 1 of each year, beginning on October 1, 2004. The Series 2004F Bonds will
mature on April 1, 2015. The Series 2004G Bonds will mature on April 1, 2035. We may redeem some or all of
the Series 2004F Bonds and Series 2004G Bonds at any time. The redemption prices are discussed under the
caption "Certain Terms of the Bonds--Optional Redemption."
The bonds will be senior secured obligations of our company and will rank equally with all of our other senior
secured indebtedness.

Investing in the bonds involves risks. See " Risk Factors" beginning on page S-7.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the related prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Per Series
Per Series
2004F Bond
2004G Bond
Total

Public offering price

99.658%
99.956%
$648,820,000
Underwriting discount .

.610%
.875%
$ 4,892,500
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Proceeds to us before expenses

99.048%
99.081%
$643,927,500
Interest on the bonds will accrue from March 26, 2004.

The bonds are expected to be delivered in global form through the book-entry delivery system of The Depository
Trust Company, on or about March 26, 2004.

Citigroup
JPMorgan

Credit Suisse First Boston

Lehman Brothers
March 23, 2004
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You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any state where the offer is not
permitted. You should assume that the information contained in this prospectus supplement, the
accompanying prospectus, and the documents incorporated by reference is accurate only as of their
respective dates.

TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement

S-1
Summary

S-2
Risk Factors

S-7
Use of Proceeds

S-17
Capitalization and Short-Term Debt

S-18
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

S-19
Certain Terms of the Bonds

S-19
Underwriting

S-24
Legal Matters

S-25
Prospectus
About This Prospectus

2
Forward-Looking Statements

3
Southern California Edison Company

3
The Trusts

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

5
Description of the Securities

5
Description of the First Mortgage Bonds

6
Description of the Debt Securities

10
Description of the Preferred Stock

22
Description of Preferred Securities

25
Description of Preferred Securities Guarantees

31
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Description of Expense Agreements

33
Relationship among Preferred Securities, Preferred Securities Guarantees and Subordinated Debt
Securities Held by Each Trust

34
Experts

34
Validity of the Securities and Preferred Securities Guarantees

35
Plan of Distribution

35
Where You Can Find More Information

37

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of
the bonds we are offering and certain other matters about us and our financial condition. The second part, the
base prospectus, provides general information about the first mortgage bonds and other securities that we may
offer from time to time, some of which may not apply to the bonds we are offering hereby. Generally, when we
refer to the prospectus, we are referring to both parts of this document combined. If the description of the bonds
varies between this prospectus supplement and the accompanying base prospectus, you should rely on the
information in this prospectus supplement.
References in this prospectus to "Southern California Edison," "we," "us," and "our" mean Southern California
Edison Company, a California corporation. In this prospectus, we refer to our First and Refunding Mortgage
Bonds, Series 2004F and Series 2004G, which are offered hereby, as the "bonds." We refer to all of our
outstanding First and Refunding Mortgage Bonds as our "first mortgage bonds."

S-1
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SUMMARY
The following summary is qualified in its entirety by and should be read together with the more detailed
information and audited financial statements, including the related notes, contained or incorporated by reference
in this prospectus.

Southern California Edison Company
Southern California Edison was incorporated in 1909 under the laws of the State of California. We are a public
utility primarily engaged in the business of supplying electric energy to a 50,000 square-mile area of central,
coastal and southern California, excluding the City of Los Angeles and certain other cities. Our service territory
includes approximately 800 cities and communities and a population of more than 12 million people. For the
year-ended December 31, 2003, our total operating revenue of $8.9 billion was derived as follows: 33% from
residential customers, 42% from commercial customers, 8% from industrial customers, 6% from public
authorities, 1% from agricultural and other customers, 5% from resale, and 5% from other electric revenue and
deferred revenue. At December 31, 2003, we had consolidated assets of $18.5 billion and total shareholder's
equity of $4.5 billion. We had 12,698 full-time employees as of December 31, 2003.
Southern California Edison is a wholly-owned subsidiary of Edison International, a holding company with
subsidiaries involved in both electric utility and non-electric utility businesses.
CPUC Litigation Settlement Agreement
We entered into a settlement agreement with the California Public Utilities Commission ("CPUC") in October
2001. The settlement agreement allowed us to recover $3.6 billion of past procurement-related costs through a
regulatory balancing account known as the Procurement-Related Obligations Account, or PROACT. The
recovery of the past procurement-related costs was completed by July 31, 2003. The CPUC's Energy Division
subsequently notified us that the division completed its review of PROACT accounting and eliminated the
PROACT account effective August 14, 2003. On December 9, 2003, in response to a request from the CPUC's
Office of Ratepayer Advocates, an assigned commissioner in a related proceeding ruled that the accuracy of the
PROACT entries and their compliance with CPUC decisions and authorizations will be subject to CPUC audit.
The Utility Reform Network ("TURN") and other parties appealed to the United States Court of Appeals for the
Ninth Circuit seeking to overturn the stipulated judgment of the federal district court that approved our settlement
agreement with the CPUC. On September 23, 2002, the Ninth Circuit Court affirmed the district court's
judgment, except as to certain challenges founded upon California state law. The Ninth Circuit Court certified
those state law issues in question form to the California Supreme Court. On August 21, 2003, the California
Supreme Court concluded that the settlement agreement did not violate California law in any of the respects
raised by the certified questions from the Ninth Circuit Court. The California Supreme Court later denied
TURN's petition for rehearing of the decision. The matter returned to the Ninth Circuit Court for disposition,
subject to any efforts by TURN or the other parties to pursue further federal appeals. On December 19, 2003, the
Ninth Circuit Court unanimously affirmed the October 2001 district court judgment approving the settlement
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agreement; and no party filed a timely petition for rehearing of that decision. The 90-day period for filing a
petition for discretionary review by the United States Supreme Court ended on March 18, 2004, and we have not
received notice that any such petition has been filed.
Energy Procurement
In early 2001 the California Department of Water Resources ("CDWR") took over purchasing power for our
customers under an executive order and new law. On October 24, 2002, the CPUC ordered us to begin, on

S-2
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January 1, 2003, procurement of the amount of energy needed to serve our customers from sources other than our
own generating plants, existing power purchase contracts and CDWR power purchase contracts allocated to our
customers. This energy is referred to as our "residual net short." The CPUC has authorized us to record our
procurement costs in a regulatory balancing account and fully recover all reasonably incurred costs from our
customers. Any over- or undercollections of procurement costs deemed reasonable by the CPUC will be
amortized in future rates. By California statute, through the end of 2005, the CPUC is required to adjust utility
rates if our over- or undercollection exceeds 5% of our prior year's procurement costs, excluding revenue
collected for the CDWR.
On December 18, 2003, the CPUC issued a decision adopting our 2004 short-term procurement plan, as modified
by the decision. On January 22, 2004, the CPUC issued a decision which did not adopt any long-term resource
plan, but adopted a framework for resource planning. Under this decision, each load-serving entity within our
service territory has an obligation to acquire sufficient reserves for its customers' load. Reserves are set at 15-
17%, ramping up between 2005 and 2008. The decision requires us to enter into forward contracts for 90% of our
summer peaking needs a year in advance. Workshops will be held to address implementation issues. The decision
also requires us to sign standard offer contracts of 5 years in duration with non-utility generators called
"qualifying facilities," or "QFs," that wish to provide power at short-run avoided cost prices. The decision also
addresses confidentiality issues, and requires parties to make a filing on those issues within 30 days. The decision
requires us to file a revised long-term plan in 2004. The December 2003 and January 2004 decisions do not
comprehensively address issues about our customer base, recovery of indirect procurement costs, including debt
equivalence, and other matters.
2003 General Rate Case
General rate cases are historically conducted every three years. In May 2002, we filed our formal application for
the 2003 general rate case seeking authority to increase our base rates to produce a revenue increase of $286
million. In October 2002, the CPUC's Office of Ratepayer Advocates recommended a $172 million decrease
from our currently authorized base rates, or $458 million below our requested base rates. Other interveners also
requested additional reductions to our rates. During 2003 we revised our base rate increase request to $251
million. On February 13, 2004, a CPUC administrative law judge issued a proposed decision and the assigned
commissioner issued an alternative proposed decision each of which would have authorized an increase in our
base rates of $15 million, or $236 million less than our revised request. We filed comments pointing out errors in
the proposed decisions and sought reinstatement of the previously requested amounts. On March 16, 2004, the
CPUC held the matter over for consideration at a future meeting. The CPUC's next scheduled meeting is on
April 1, 2004. When the CPUC acts, it may adopt either proposed decision or an alternative proposed decision, if
any, from another commissioner, as written or with modifications, or it may set aside the proposed decisions and
prepare its own decision. We cannot predict when a final decision will be adopted. If the CPUC adopts the
administrative law judge's proposed decision without modification, and if we do not reduce our expected capital
or operating expenditures accordingly, we estimate that on an annual basis our earnings per share would be about
15 cents per share lower and our cash flow would be approximately $135 million lower than if our base rate
request had been granted in full.
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Mountainview Acquisition
On July 17, 2003, we signed an option agreement with Sequoia Generating LLC, a subsidiary of InterGen, to
acquire Mountainview Power Company LLC, the owner of a new 1,054-megawatt, combined-cycle, natural gas-
fired power plant currently being developed in Redlands, California. Mountainview Power Company LLC will
sell all the output of the power plant to us pursuant to a 30-year tolling power-purchase agreement. The power-
purchase agreement will be a cost-based contract providing for recovery of investment, fixed and variable costs,
and a regulated rate of return, over the 30-year life of the contract. On December 18, 2003, the CPUC approved
the transaction, subject to us receiving a Federal Energy Regulatory Commission ("FERC") decision

S-3
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approving the power-purchase agreement without any modifications that would have potential rate impacts. On
February 25, 2004, the FERC granted conditional approval of the power-purchase agreement. On March 1, 2004,
a CPUC administrative law judge issued a proposed decision that would accept the conditions in the FERC
approval of the power-purchase agreement. On March 16, 2004, the CPUC adopted the proposed decision. We
exercised our option on February 28, 2004, and closed the purchase of Mountainview Power Company LLC on
March 12, 2004. We recommenced construction of the project immediately after completing the purchase of
Mountainview Power Company LLC. We estimate that the project will be completed in March 2006 at a total
cost of approximately $600 million, including the purchase price and excluding financing costs. We expect to
finance the capital costs of the project with debt and equity consistent with our authorized capital structure.

S-4
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Document Outline

sec.gov
- #1">Final Prospectus Supplement